Adinath Bio-Labs Limited Report/Adinath Annual Report-2016.pdf · Email : [email protected], Website...

Adinath Bio-Labs Limited 35th Annual Report-2015-16

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CORPORATE INFORMATION

CIN :: L24230WB1982PLC034492

BOARD OF DIRECTORS :: Mr. Abhishek Kumar Jain Whole Time Director

:: Mr. Manoj Kumar Bothra Director

:: Mr. Jyotiraaditya Singha Director

:: Mrs. Chanderkala Devi Lakhotia Women Director

:: Mrs. Sharmila Ranabhat Director

COMPANY SECRETARY :: Mr. Mahesh Purohit (w.e.f. 08/08/2016)

AND COMPLIANCE OFFICER REGISTERED OFFICE :: 4, N. S. Road, 1st Floor,

Kolkata 700 001

Phone / Fax: 033 22315718

Email: [email protected]

Website: www.adinathbio.com

BANKERS :: HDFC Bank Ltd.

ICICI Bank Ltd. STATUTORY AUDITORS :: M/s. Mohindra Arora & Co.

Chartered Accountants

Mumbai

INTERNAL AUDITORS :: S. R. Ghedia & Associates

Chartered Accountants, Mumbai

SECRETARIAL AUDITORS :: Veenit Pal & Associates,

Company Secretaries, Mumbai

REGISTRAR :: Adroit Corporate Service Private Limited & TRANSFER AGENT 17-20, Jafferbhoy Ind. Estate,1st Floor,

Makwana Road,Marol Naka, Andheri (E),

Mumbai 400059

Tel : 022-42270400

Fax : 022-28503748,

Email : [email protected],

Website : www.adroitcorporates.com


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Contents

Page No

1. Notice 3

2. 9

3. Extract of Annual Return 16

4. Secretarial Audit Report 23

5. Corporate Governance Report 26

6. Whole Time Director Certification 34

7. Auditors Certificate on Corporate Governance 35

8. Management Discussion & Analysis 36

9. Auditors Report 38

10. Balance Sheet 44

11. Statement of Profit & Loss 45

12. Cash Flow Statement 46

13. Notes to the Financial Statements 47


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NOTICE

NOTICE is hereby given that the 35th (Thirtieth Fiftieth) Annual General Meeting of the Members of Adinath Bio-Labs Limited will be held on Monday, 26th September, 2016 at 03.00 P.M. at CELESTA HOTEL, RAA 43/2 VIP Road, Raghunathpur, (North) Kolkata-700059 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company consisting of the Balance Sheet as at

31st March, 2016 the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and the

2. To appoint a Director in place of Mrs. Chanderkala Devi Lakhotia (DIN No. 06904489), who retires by rotation and,

being eligible, offers herself for reappointment.

3. To ratify the appointment of Statutory Auditors and to fix their remuneration and in this regard to consider and if

thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution:

pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the

Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or

re-enactment thereof for the time being in force), and pursuant to the recommendation of the Audit Committee, the

appointment of M/s. Mohindra Arora & Co., Chartered Accountants (Firm Registration No.:00655IN), approved in the

33rd Annual General Meeting until 38th Annual General Meeting, be and is hereby ratified, as Statutory Auditors of the

Company for the Financial year 2016-2017, to hold the office from the conclusion of this Annual General Meeting till

conclusion of the Thirty Sixtieth (36th) Annual General Meeting to be held in the year 2017, and that the Board of

Directors be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in

c

By Order of the Board For Adinath Bio-Labs Limited

Abhishek Kumar Jain (Whole-time Director)

(DIN No. 00054582) Regd Office: ----------------- 4 N.S. Road, 1st Floor Kolkata 700 001 CIN : L24230WB1982PLC034492 Email : [email protected] Website : www.adinathbio.com Date : 22/08/2016


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NOTES: 1. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint one or more

proxies to attend and vote on a poll instead of himself/ herself and such proxy need not be a Member of the

Registered Office, duly completed and signed, not less than forty-eight hours before the commencement of AGM.

The Instrument of Proxy in Form MGT 11 to be used in this AGM is enclosed.

Pursuant to Section 105 of the Companies Act, 2013 (the Act) read with clause 6 of the Secretarial Standard 2,

issued by the Institute of Company Secretaries of India, a person can act as proxy on behalf of Members not

exceeding fifty (50) and holding in the aggregate not more than Ten (10%) of the total share capital of the

Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10%

of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any

other person or shareholder.

2. Corporate Members/ Societies intending to send their authorized representatives to attend the AGM are

requested to send a duly certified copy of the Board of Directors / Governing Board Resolution authorizing their

representatives to attend and vote on their behalf at the AGM.

3. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be

entitled to vote.

4. Register of Members and Share Transfer Books shall remain closed from 20/09/2016 to 26/09/2016 (Both days

inclusive).

5. Members holding the equity shares under multiple folios in identical order of names are requested to consolidate

their holdings into one folio.

6. Members who hold shares in dematerialized form are requested to write their DP ID and Client ID number(s) and

those who hold share(s) in physical form are requested to write their Folio Number(s) in the attendance slip for

attending the Meeting to facilitate identification of membership in the Meeting and requested to bring their copy

of Annual Report to the Meeting.

7. Members are requested to kindly notify immediately change, if any, in their address to the Company or its

Registrars and Transfer Agents.

8. In terms of Section 124 of the Companies Act, 2013(Corresponding Sections 205A and 205C )and other applicable

provisions, if any, of the Companies Act, 1956) the Company is obliged to transfer any money lying in the Unpaid

Dividend Accounts, which remain unpaid or unclaimed for a period of seven years from the date of transfer in

such Unpaid Dividend Accounts to the credit of Investor Education and Protection Fund established by the Central

Government in accordance with Section 125 of the Act. Accordingly, the Company would be transferring the

unpaid dividend for the year ended 31st March 2009 to the Investor Education and Protection Fund during

November,2016.Those Members, who have not so far encashed their Dividend Warrants from the year ended 31st

March, 2009 onwards may immediately approach the Company for revalidation of such Dividend Warrants.

9. The Securities and Exchange Board of India (SEBl) has mandated the submission of Permanent Account Number

requested to submit their PAN details to their respective Depository Participants. Members holding shares in

physical form are requested to submit their PAN details to the Company or its Registrars and Transfer Agents,

M/s. Adroit Corporate Service Private Limited,17-20, Jafferbhoy Ind. Estate,1st Floor, Makwana Road,Marol Naka,

Andheri (E), Mumbai 400059,Tel:022-42270400| Fax: 022-28503748,Email: [email protected], Website:

www.adroitcorporates.com.

10. The Equity Shares of the Company is compulsorily required to be held under DEMAT mode for trading on the

Stock Exchanges, where such Equity Shares are listed. These can be held in electronic form with any Depository

Participant (DP) with whom the members have their Depository Account. All the Members, holding Equity Shares

of the Company in the physical form, are advised to get the same dematerialized. The Members may contact the

Registrars and Share Transfer Agents of the Company at their address mentioned above in case of any query

/difficulty in the matter or at the Registered Office of the Company.


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11. Profile(s) of the Director(s) seeking appointment / re-appointment, as required by Regulation 36 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.

12. Pursuant to Section 101 and 136 of the Act, read with Rule 11 of the Companies (Accounts) Rules, 2014, Electronic

copy of the Annual Report for the Financial year 2015-16 inter alia indicating the process and manner of e-voting

along with Attendance Slip and Proxy Form is being sent to all the members who hold shares in dematerialised

mode and whose e-mail IDs are registered with their respective DPs. unless any Member has requested for a

physical copy of the same. For those members who have not registered their e-mail address, physical copies of the

said Annual Report is being sent in the permitted mode.

13. A person who is not a member as on cut-off date should treat this Notice for information purpose only.

14. To promote green initiative, members are requested to register their e-mail addresses through their Depository

Participants for sending the future communications by e-mail. Members holding the shares in physical form may

register their e-mail addresses through the RTA, giving reference of their Folio Number.

15. Members may also note that the Annual Report for F.Y.2015-16 will also be available o

www.adinathbio.com.

16. Members who wish to obtain information concerning the Annual Report of the Company may send their queries at

least 7 days before the date of Meeting, to the Company Secretary, at the registered office of the Company.

17. Pursuant to Section 72 of the Companies Act, 2013, Shareholders holding shares in physical form may file

nomination in the prescribed form SH-

shares held in Demat / Electronic form, the nomination form may be filed with the respective Depository

Participant.

18. Service Private Limited, Mumbai for all their queries, transfer requests, or any other matter relating to their

shareholding in the Company and quote their Registered Folio Numbers / Client ID Nos. in all correspondences

with the Company / with the Registrars.

19. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of

the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are interested,

maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the Members at the

Annual General Meeting.

20. Attendance slip, proxy form and the route map of the venue of the Meeting is annexed hereto.

21. Voting through electronic means:

A remote e-voting facility is provided in terms of Section 108 of the Companies Act, 2013, Rules 20 of the

Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, to its Shareholders by the Company to enable them to cast their

votes electronically with the help of Central Depository Services (India) Limited (CDSL) on resolutions proposed

to be considered at the 35thAnnual General Meeting (AGM).

The facility for voting through ballot paper shall be made available at the Annual General Meeting to the

Shareholders attending the Meeting who have not cast their vote by remote e-voting shall be able to exercise the

right to vote at the Meeting through ballot paper.

The Shareholders who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting

but shall not be entitled to cast their vote again.

Any person, who acquires shares of the Company and becomes a shareholder of the Company after dispatch of the

Notice of AGM and holds shares as of the cut-off date i.e. September 19, 2016, may obtain the login ID and

password by sending a request at [email protected].


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The instructions for shareholders voting electronically are as under:

(i) The e-voting period begins on Thursday, September 22, 2016 (09.00 A.M.) and ends on Sunday, September 25,

dematerialized form, as on the cut-off date i.e. September 19, 2016 may cast their vote electronically. The e-voting

module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting

venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any Company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequence number

in the PAN field.

In case the sequence number is less than

the number after the first two characters of the name in CAPITAL letters. Eg. If your name

is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank

Details

OR

Date of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your

demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the

member id / folio number in the Dividend Bank details field as mentioned in instruction

(iv).

(ix)

(x) Members holding shares in physical form will then directly reach the Company selection screen. However,

mandatorily enter their login password in the new password field. Kindly note that this password is to be also

used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote,

provide that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your

password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions

contained in this Notice.

(xii) Click on the EVSN for the <Company Name> on which you choose to vote.

(xiii) On the voting page, you will se

voting. Select the option YES or NO as desired. The option Yes implies that you assent to the Resolution and option

No implies that you dissent to Resolution.


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(xiv)

(xv)

accordingly modify your vote.

(xvi)

(xvii) ge.

(xviii) If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system.

(xix) app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non Individuals Shareholders and Custodians

Non Individuals Shareholders (i.e. other than Individuals, HUF, NRI etc) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

After receiving the login details a compliance user should be created using the admin login and password. The

Compliance user would be able to link the account (s) for which they wish to vote on.

The list of accounts linked in the login should be emailed to [email protected] and on approval of

the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) I

and e-voting manual available at www.evotingindia.com under help section or write an email to

[email protected].

In case of Members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xxi) above to cast vote.

The voting rights of shareholders shall be in proportion to their shares of the paid up equity shares capital of the

Company.

M/s. V. Gulgulia & Co., Prop: Ms. Vineeta Gulgulia, Practicing Company Secretaries, (Membership No. ACS 36867 CP No 13473) has appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize

the voting at meeting (including voting through Ballot forms received from Members) and remote e-voting

process in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least

two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion

or against, if any, to the Chairman or to a person

authorised by the Chairman in writing, who shall countersign the same and declare the result of the voting

forthwith.


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The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company

www.adinathbio.com and on the website of CDSL immediately after the declaration of result by the Chairman or

by a person duly authorized by him in writing. The results shall also be forwarded to The Calcutta Stock Exchange

Ltd and BSE Limited, where the equity shares of the Company are listed.



(DIN No. 00054582) Regd Office: ----------------- 4 N.S. Road, 1st Floor Kolkata 700 001 CIN : L24230WB1982PLC034492 Email : [email protected] Website : www.adinathbio.com Date : 22/08/2016


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Dear Shareholders,

Your Directors are pleased to present the 35th (Thirtieth Fiftieth) Annual Report together with the Audited Statement of

Accounts and the Auditors Report of your company for the year ended 31st March, 2016.

The Financial highlights for the year under review are given below:

Financial Results:

Particulars 31st March, 2016 31st March, 2015 Income 99,71,773 142,31,913

Less: Expenses 53,27,857 97,69,513

Profit before Depreciation & Taxation 46,43,916 44,62,400

Less: Depreciation 16,07,640 28,18,001

Profit before Taxation 30,36,276 16,44,399 Less: Taxation / Deferred Tax /Tax in respect of earlier years 15,99,133 (5,618)

Profit after Taxation 14,37,143 16,50,017 Balance carried to Balance Sheet 393,95,598 379,58,455

Performance: Total Revenue of your Company is Rs. 99,71,773 /- in Financial Year 2015 16 compared to Rs. 142,31,913/- during

Financial Year 2014 15. The Net Profit generated by the Company during the year under review is Rs. 14,37,143 /-, as

compared to the previous year Rs. 16,50,017/-.

Operations:

The Company has been continuously focussing on its existing line of business to improve its profitability in near future.

Dividend and Transfer to Reserve:

Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for

the financial year 2015-2016. Hence, there has been no transfer to Reserves during the financial year 2015-2016.

Change in the Nature of Business:

There is no change in the nature of business of the company during the year under review.

Public Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on

deposits from public was outstanding as on the date of the Balance sheet.

Compliance with the Accounting Standards:

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles

and also complies with the accounting standards issued by The Institute of Chartered Accountants of India.

Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Mr. Jyotiraaditya Singha, Mr. Manoj Kumar Bothra,

Mrs. Sharmila Ranabhat as Non Executive Independent Directors of the Company. Mrs. Chanderkala Devi Lakhotia is being

act as Non Executive Director.

Mr. Mahesh Purohit, Member of the Institute of Company Secretaries of India has been appointed as Company Secretary

cum Compliance Officer of the Company w.e.f. August 8, 2016 pursuant to Section 203 and other applicable provisions of

the Companies Act, 2013, in place of Mr. Rohit Namchand Banthia, Company Secretary cum Compliance Officer of the

Company who has resigned due to his pre-occupation w.e.f. April 25, 2016.


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In accordance with Companies Act, 2013, Mrs. Chanderkala Devi Lakhotia retires by rotation and being eligible for re-

appointment of Director.

During the year, the Non-executive Director of the company had no pecuniary relationship or transaction with company

other than the sitting fees, for the purpose of attending meetings of the Company.

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the

Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to

the Notice convening the Annual General Meeting.

positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 has been

disclosed in the Corporate Governance Report, which forms the part of the Directors Report.

Remuneration of the Key Managerial Personnel:

Mr. Abhishek Kumar Jain (Whole Time Director) has received the remuneration of Rs. 4,20,000/- during financial year

2015-2016.

Disclosure under Section 197(12) of the Companies Act, 2013:

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed

under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability,

confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting

standards have been followed and there are no material departures, if any;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company

at the end of the financial year 31st March, 2016 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and

detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and such internal financial

controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

Declaration of Independent Directors:

All the Independent Directors have given declaration that each of them meets the criteria of independence as provided in

Section 149(6) of the Companies Act, 2013 and the relevant rules aligned with Listing Regulation 16 of SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015 so as to qualify themselves to be appointed as Independent

Directors. There has been no change in the circumstances which may affect their status as Non-Executive Independent

Director during the year.


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Transfer of Unclaimed Dividend to Investor Education And Protection Fund:

Your Company was transferred an amount of Rs. 3,76,521.58/-. in separate Unclaimed / Unpaid Dividend Account for the

Financial Year ended 31st March 2009 & 31st March, 2010 respectively out of which the unclaimed dividend for the

Financial Year 31st March, 2009 amounting of Rs. 1,20,816.94/- will be due to transferred to Investor Education and

Protection Fund established by the Central Government in the terms of Companies Act, 2013.

The Unclaimed Dividends on equity shares paid in October 2009 will be due for transfer to the fund in November 2016,

investors who have not

or the R&T Agent.

Audit Committee:

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess

sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit

Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are

included in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee and Policy:

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed

Listing Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178

of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance

Report. The Board has framed a policy for selection and appointment of Directors, Senior Management and their

Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

Statement concerning development and Implementation of Risk Management Policy of the Company:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor risk management

plan for the company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The

Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and

function are systematically addressed through mitigating actions on a continuing basis.

Number of Meeting of the Board: During the year, 6 (six) Board Meetings were convened and held the details of which are given in the Corporate

Governance Report.

Extract of Annual Return: Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial

year ended 31st March, 2016 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as

.

Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance evaluation of its own

performance, the Directors individually as well as the evaluation of the working of its various Committees.


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A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the

Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment,

safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors

being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent

Directors at their separate Meeting.

Vigil Mechanism / Whistle Blower Policy: In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and

Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of

Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have

direct access to the Chairman of the Audit Committee.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Regulation, a Vigil

Mechanism for directors and employees to report genuine concerns has been established.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

The Company has complied with the provisions of Section186 of the Companies Act, 2013 in respect of investments made

in earlier years and given long term loans and advances to other parties during the year under review, outstanding at the

year- end, except that such advances are given interest free, details of which are given in the Financial Statements.

Particulars of Contracts or Arrangements made with Related Parties: There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act,

2013 during the year under review and hence, enclosing of Form AOC-2 is not required.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such

type of transactions.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

Internal Control Systems & Their Adequacy: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based

on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen

the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the

Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the

Company for inefficiency or inadequacy of such controls.

Corporate Governance:

A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, along with certificate from M/s. Mohindra Arora &

Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section

and forms part of the Annual Report.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report and Report on Corporate Governance, as required under the Listing

Regulations, forms part of the Annual Report.


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Material Changes and Commitments, If any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the

financial year to which this financial statement relate on the date of this report. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The statement of particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies

(Accounts), 2014 regarding conservation of energy, technology absorption and Foreign exchange earnings and outgo are

given below:

Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy

conservation and no investment is required to be for reduction of energy consumption.

i. Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy

conservation and no investment is required to be for reduction of energy consumption.

ii. No comment is made on technology absorption, considering the nature of activities undertaken by your Company

during the year under review.

iii. No Expenditure has been made for research and development during the year under review.

iv. There were no Foreign Exchange earnings or out go during the year under review. Auditors & Auditors Observations: The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Mohindra

Arora & Co., Chartered Accountants (Registration No.: 00655IN), were appointed as statutory auditors of the Company

from the conclusion of the 33rd Annual General Meeting (AGM) of the Company held on 25th August, 2014 till the

conclusion of the 38th Annual General Meeting to be held in the year 2018, subject to ratification of their appointment at

every Annual General Meeting.

Members are requested to consider the re-appointment.

The Board recommends the re-appointment of M/s. Mohindra Arora & Co., Chartered Accountants (Registration No.:

00655IN) as the Statutory Auditors of the Company for the Financial year 2016-2017.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Reports:

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31stMarch, 2016 read with

explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the

2. Secretarial Auditor & his Report: M/s. Vineet Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for

the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The

Secretarial Audit report for the financial year 2015-16 forms part of the annual report as to the Boards

Report.

Reply to the observations in the Secretarial Audit Report:

The Company will be shortly appointing the Chief Financial Officer.

3. Internal Auditor: The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for

Financial Year 2015-2016 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies

(Accounts) Rules, 2014 as recommended by Audit Committee.


14 | P a g e

SHAREHOLDERS

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal

Companies (Accounts) Rules, 2014 is not required.

HRD Initiatives:

The Company strongly believes that the growth of the organization can be sustained through the continuous development

of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the

strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from

a midsized Company to a large corporation, in line with the Company's vision. The Company continues to maintain

excellent industrial relation while ensuring development of its human resources through appropriated training and

further educational programs. Listing of Shares:

The Equity Shares of your Company are listed with The Calcutta Stock Exchange Ltd. and are also traded under permitted

category at BSE Limited. Listing fees has already been paid in pursuance to Regulation 14 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

Shares:

The authorized Share capital and the paid up Equity Share Capital have remained unchanged during the year under

review. The Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible

debentures.

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives:

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with

regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Additional Information to Shareholders: All important and pertinent investor information such as financial results, investor presentations, press releases, new

Code of Conduct:

As prescribed under Listing Regulation, a declaration signed by the Whole Time Director affirming compliance with the

Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2015-16 forms

part of the Corporate Governance Report.


15 | P a g e

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of

Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All

employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received: Nil

No of complaints disposed off: Nil

Acknowledgement: The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose

continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank

customers, bankers, Central and State Governments for their continued support. Finally your directors would like to

express their sincere & whole-hearted gratitude to all of you for your faith in us, your Co-operation & never failing support.


Place : Kolkata Date : 22/08/2016

Abhishek Kumar Jain (Whole Time Director)

(DIN No. 00054582)


16 | P a g e

Annexure A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2016

Of

ADINATH BIOLABS LIMITED

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L24230WB1982PLC034492

ii) Registration Date [DDMMYY] 29/01/1982

iii) Name of the Company Adinath Bio-Labs Limited

iv) Category / Sub-Category of the Company Public Company limited by Shares

v) Address of the Registered Office and Contact details

4, N. S. Road, 1st Floor, Kolkata - 700 001

Phone / Fax: 033 2231 5718

vi) Whether listed Company (Yes / No) Yes

vii) Name, Address and Contact details of Registrar & Transfer Agents, if any

Adroit Corporate Services Pvt. Ltd.

17/20, Jafferbhoy Industrial Estate, 1st Floor,

Makwana Road, Marol Naka, Andheri(E), Mumbai- 400059

Phone: 022-42270400, 28596060, 28594060

Fax:022-28503748,

Email: [email protected]

Website: www.adroitcorporates.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

Sr.No Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the Company

1

N.A 80.76%

2 Income from Investment activities N.A 19.24%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr.No NAME AND ADDRESS OF THE COMPANY CIN/GLN

HOLDING/ SUBSIDIARY /

ASSOCIATE

% of shares held

Applicable Section

NONE


17 | P a g e

Annexure A(cont

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31/03/2015]

No. of Shares held at the end of the year [As on 31/03/2016]

% Change during

the year

Demat Physical Total % of Total Shares Demat Physical Total

% of Total

Shares

(1) Indian

a) Individual/ HUF 0 0 0 0.00% 0 0 0 0.00% 0.00%

b) Central Govt 0 0 0 0.00% 0 0 0 0.00% 0.00%

c) State Govt(s) 0 0 0 0.00% 0 0 0 0.00% 0.00%

d) Bodies Corp. 56838005 0 56838005 25.75% 56838005 0 56838005 25.75% 0.00%

e) Banks / FI 0 0 0 0.00% 0 0 0 0.00% 0.00%

f) Any other 0 0 0 0.00% 0 0 0 0.00% 0.00%

f-i) Director 0 0 0 0.00% 0 0 0 0.00% 0.00%

f-ii) Director Relatives 0 0 0 0.00% 0 0 0 0.00% 0.00%

Sub-total (A) (1):- 56838005 0 56838005 25.75% 56838005 0 56838005 25.75% 0.00%

(2) Foreign

a)NRIs Individuals 0 0 0 0.00% 0 0 0 0.00% 0.00%

b)Other- Individuals 0 0 0 0.00% 0 0 0 0.00% 0.00%

c)Bodies Corp. 0 0 0 0.00% 0 0 0 0.00% 0.00%

d)Banks / FI 0 0 0 0.00% 0 0 0 0.00% 0.00%

0 0 0 0.00% 0 0 0 0.00% 0.00%

Sub-total (A) (2):- 0 0 0 0.00% 0 0 0 0.00% 0.00% Total shareholding of Promoter (A)(1)+(A)(2) 56838005 0 56838005 25.75% 56838005 0 56838005 25.75% 0.00%

B. Public Shareholding

1. Institutions 0 0 0 0.00% 0 0 0 0.00% 0.00%

a) Mutual Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%

b) Banks / FI 0 0 0 0.00% 0 0 0 0.00% 0.00%

c) Central Govt 0 0 0 0.00% 0 0 0 0.00% 0.00%

d) State Govt(s) 0 0 0 0.00% 0 0 0 0.00% 0.00%

e) Venture Capital Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%

f) Insurance Companies 0 0 0 0.00% 0 0 0 0.00% 0.00%

g) FIIs 0 0 0 0.00% 0 0 0 0.00% 0.00%

h) Foreign Venture Capital

Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%

i) Others (specify) 0 0 0 0.00% 0 0 0 0.00% 0.00%

Sub-total (B)(1):- 0 0 0 0.00% 0 0 0 0.00% 0.00%


18 | P a g e

Annexure A

2. Non-Institutions

a) Bodies Corp.

i)Indian 31475440 29800000 61275440 27.76% 32270785 29800000 62070785 28.12% 0.36%

ii) Overseas 0 0 0 0.00% 0 0 0 0.00% 0.00%

b) Individuals

i) Individual shareholders

holding nominal share

capital uptoRs. 2 lakh

( Previous year Rs.1 lakh )

26052355 21042 26073397 11.81% 34401691 21042 34422733 15.60% 3.79%

ii) Individual shareholders

holding nominal share

capital in excess of Rs 2

lakh ( Previous year Rs.1

lakh )

67711486 6400000 74111486 33.57% 58707173 6400000 65107173 29.49% -4.08%

c) Others (specify) 0 0 0 0.00% 0 0 0 0.00% 0.00%

Trusts 4832 0 4832 0.00% 4832 0 4832 0.00% 0.00%

HUFs 0 0 0 0.00% 0 0 0 0.00% 0.00%

NRIs ( Non Repat ) 2439400 0 2439400 1.11% 2298531 0 2298531 1.04% -0.07%

NRIs ( Repat ) 0 0 0 0.00% 0 0 0 0.00% 0.00%

Clearing Members 0 0 0 0.00% 501 0 501 0.00% 0.00%

Sub-total (B)(2):- 127683513 36221042 163904555 74.25% 127683513 36221042 163904555 74.25% 0.00% Total Public Shareholding (B)=(B)(1)+ (B)(2)

127683513 36221042 163904555 74.25% 127683513 36221042 163904555 74.25% 0.00%

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00% 0 0 0 0.00% 0.00%

Grand Total (A+B+C)- 184521518 36221042 220742560 100% 184521518 36221042 220742560 100% 0.00%

(ii) Shareholding of Promoter:

Sr.No

Shareholding at the beginning of the year Shareholding at the end of the year

% change in share holding during

the year No. of Shares

% of total Shares of

the company

%of Shares

Pledged / encumbered to total

shares

No. of Shares

% of total

Shares of the

company

%of Shares

Pledged / encumbered to total

shares

1 Pramukhsoft Technologies Private

Limited 14843200 6.72% 0.00% 14843200 6.72% 0.00% 0.00%

2 Rajasthan Horticulture Private

Limited 10800000 4.89% 0.00% 10800000 4.89% 0.00% 0.00%

3 Nigania Promoters Private Limited 9600000 4.35% 0.00% 9600000 4.35% 0.00% 0.00%

4 Jayant Securities Private Limited 8002805 3.63% 0.00% 8002805 3.63% 0.00% 0.00%

5 Sunil Exports Private Limited 7000000 3.17% 0.00% 7000000 3.17% 0.00% 0.00%

6 Sil Leasing & Industrial Finance

Private Limited. 6592000 2.99% 0.00% 6592000 2.99% 0.00% 0.00%

Total 56838005 25.75% 0.00% 56838005 25.75% 0.00% 0.00%

(iii)

-16.


19 | P a g e

Annexure A(contd

(iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No. Name For Each of the Top 10

Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the Company

No. of shares % of total

shares of the Company

1 Sandip Laxmanbhai

Bhamani

At the beginning of the year 13371175 6.06% 13371175 6.06%

Decrease in shares (Sale of shares in

Open Market) 1602902 0.73 11768273 5.33%

At the End of the year 11768273 5.33% 11768273 5.33%

2 Umesh Kumar Thaker


Increase in shares (Purchase of

shares in Open Market) 635463 0.29 11987683 5.43%


3 B D Jain


Changes during the year No Changes during the year


4 Jai Hind Marmo Private

Limited




5 Exxon Financial

Services Limited




6

Himachal Futuristic

Communications

Limited




7 Baldev Singh




8 Zipsy Tie-up Services

Private Limited




9 Arav Trading Company

Private Limited




10 Krepton Traders Private

Limited


Increase in shares (Purchase of

shares in Open Market) 12486 0.01% 5012486 2.27%



20 | P a g e

Annexure A

(v) Shareholding of Directors and Key Managerial Personnel:

Sr.No Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the

Company

No. of shares % of total shares of the

Company 1. Shareholding of Director

Mr. Abhishek Kumar Jain At the beginning of the year

At the end of the year

2. Mr. Manoj Kumar Bothra At the beginning of the year

At the end of the year 3. Mr. Jyotiraaditya Singha

At the beginning of the year

At the end of the year 4. Mrs. Chanderkala Devi Lakhotia


At the end of the year 5. Mrs. Sharmila Ranabhat


At the end of the year 6. Shareholding of Key Managerial

Personnel Mr. Rohit Nemchand Banthia (CS) At the beginning of the year

At the end of the year

(V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment: The Company was not having any secured loans/unsecured loans and deposits during the financial year 2015-16.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Director and/or Manager:

Name of WTD: Mr. Abhishek Kumar Jain

Sr.No Particulars of Remuneration Amount (in Rs.)

1

Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961 300000

(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961 120000

(c) Profits in lieu of salary under Section 17(3) Income- Tax Act, 1961 Nil

2 Stock Option Nil

3 Sweat Equity Nil

4 Commission - as % of profit -

Nil

5 Others, please specify Nil

Total (A)

420000

Ceiling as per the Act

As per Schedule V of

the Companies Act,

2013


21 | P a g e

Annexure A

B. Remuneration to other directors:

Sr. No

Particulars of Remuneration Name of Directors Total Amount (In Rs) Manoj

Kumar Bothra

Jyotiraaditya Singha

Chanderkala Devi Lakhotia

Sharmila Ranabhat

1 Independent Directors

Fee for attending Board Committee Meetings

7500

7500

0

5000

20000

Commission 0 0 0 0 0

Others, please specify 0 0 0 0 0

Total (1) 7500 7500 0 5000 20000 2

Other Non-Executive Directors

Fee for attending Board Committee Meetings 0

0

5500 0 5500

Commission 0 0 0 0 0

Others, please specify 0 0 0 0 0

Total (2) 0 0 5500 0 5500 Total (B)=(1+2) 7500 7500 5500 5000 25500

Total Managerial Remuneration 25500

Overall Ceiling as per the Act (Sitting Fees paid is within the limits specified under the Companies Act,2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr.No Particulars of Remuneration

No Remuneration paid to other Key Managerial

Personnel

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-Tax Act, 1961

(c) Profits in lieu of salary under Section 17(3) Income-Tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission

- as % of profit

5 Others, please specify

Total


22 | P a g e

Annexure A VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty None

Punishment

Compounding

B. DIRECTORS

Penalty None

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty None

Punishment

Compounding


23 | P a g e

Annexure-B

FORM MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Adinath Biolabs Limited CIN No.: L24230WB1982PLC034492

4. N. S. Road, 1st Floor,

Kolkata, West Bengal-700 001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by Adinath Biolabs Limited (hereinafter called

manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing

my opinion thereon.

books, papers, minute books, forms and returns filed and other records

maintained by the Company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the

audit period covering the Financial Year ended on March 31, 2016 generally complied with the statutory

provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place

to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company

for the financial year ended on March 31, 2016 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) ) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 ( -

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

b) The erstwhile Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 notified

with effect from May 15 2015 ;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations,2009(Not applicable to the Company during the Audit Period);

d) The Securities and Exchange Board of India(Share Based Employee Benefits) Regulation, 2014 (effective

28thOctober, 2014)(Not applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable during the Audit Period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during Audit Period);

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015.

(vi) Other Laws applicable to the Company namely:

The Directors of the Company informed and certified that there are no other laws that are specifically applicable to the

company based on the nature of business. However, they have represented that the company has complied with the

provisions of other laws as applicable to it.


24 | P a g e

I have also examined compliance with the applicable clauses of the following:

a) st July, 2015; and

b) The erstwhile Listing Agreements entered into by the Company with The Calcutta Stock Exchange Limited and

BSE Limited and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 effective from 1st December, 2015.

During the period under review the Company has generally complied with the applicable provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above and there are no material non-compliances that have come to my

knowledge except to the extent as mentioned below:

During the Audit Period, the Company has not appointed the Chief Financial Officer as Key Managerial Person, pursuant to Section 203 of the Act and Rules made there under. The Management represented that the compliance with the said Section and Rules will be done after the Audit Period.

I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors, Independent Directors and a Women Director. The changes in the composition of the Board of Directors that

took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate Notice is given to all Directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent

at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the

agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at the Board meeting and Committee Meetings are carried out unanimously as recorded in the minutes of

the meeting of the Board of Directors or Committee of the Board, as the case may be.

I further report that, there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines that

pertain to the business operations of the Company.

I further report that during the audit period, the company has no specific events/actions having a major bearing on the

s, etc. This Report is to be read with my letter of even date which is annexed as Appendix-1 and forms and integral part of this

report For Veenit Pal & Associates Company Secretaries Veenit Pal (Proprietor) ACS : 25565 CP : 13149

Place : Mumbai Date : 19/08/2016


25 | P a g e

Appendix -1 (Forming Part of Secretarial Audit Report)

To,

The Members,

Adinath Biolabs Limited CIN No.: L24230WB1982PLC034492

4. N. S. Road, 1st Floor,

Kolkata, West Bengal-700 001

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to

express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct

facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable

basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the Compliance of laws, rules,

regulations, norms and standards and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is

the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

For Veenit Pal & Associates Company Secretaries Veenit Pal (Proprietor) ACS : 25565 CP : 13149

Place : Mumbai Date : 19/08/2016


26 | P a g e

CORPORATE GOVERNANCE

Corporate Governance represents the value frame work, rules, practices by which accompany conducts its business

activities, corporate governance essentially involves balancing the interests of many stakeholders in a company which

include its shareholders, management, customers, government, lenders, creditors, and employees. Our multiple initiatives

towards maintaining the highest standards of governance are detailed in this report. In accordance with Regulation 34(3)

of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read

with Schedule V thereof, the details of compliance by the Company with the norms on Corporate Governance are as under;

Board of Directors:

The Company has an optimum combination of Directors on the Board and is in conformity with Regulation 17 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provision of Section 149 of the

Companies Ac, 2013.

As on March 31, 2016, the Board of Directors comprised of five Directors. Out of these, there is one Whole - Time Director,

one Non Executive Director and three are Non Executive Independent Directors, which includes one Woman Director.

The Non-Executive Directors with their diverse knowledge experience and expertise bring in their independent judgment

in the deliberation and decisions of the Board.

All the Directors have been made necessary disclosure regarding Committees positions held by them in other Companies.

None of the directors is having any relation with other directors of the Board.

As per the declarations received by the Company, none of the Directors are disqualified under Section164 (2) of

Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

olicy and strategy apart from other

normal business.

Board of Independence:

The Non-Executive Independent Directors fulfill the conditions of independence as specified in Section 149 of Companies

Act, 2013 and Rules made there under and Listing Regulation of SEBI (Listing Obligations and Disclosure Requirements),

Regulations 2015. Further, none of the Independent Director is serving more than seven listed companies. The Company

has issued a letter of appointment to all the Independent Directors of the Company.

Board Meeting: Board Meetings are conducted in accordance with the Rules made under Companies Act, 2013 and as per requirements of

Listing Regulation under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The Board meets at

regular intervals to discuss and decide on business strategies/policies and review the financial performance of the

Company.

The Board Meetings are pre scheduled and a tentative annual calendar of the Board is circulated to the Directors in

advance to facilitate the Directors to plan their schedules. The Minutes of Board Meetings are also circulated in advance to

all Directors and confirmed at subsequent Meetings.

The Board reviews the performance of the Company.

The important decisions taken at the Board/ Board Committee Meetings are communicated to the concerned department.

The Directors have disclosed to the Company about the committee positions they occupy in other companies and have

notified changes as and when they take place.

During the Financial Year 2015-16, (six ) 6 Board Meetings were held on 27th May, 2015, 12th August, 2015, 20th August,

2015, 9th November, 2015, 11th February, 2016, and 29th March, 2016. Time gap between any two meetings was not more

than 120 days.


27 | P a g e

CORPORATE GOVERNANCE (

Details of the composition, category of the Directors, their attendance at the Board Meetings held during the year & Annual

General Meeting (AGM) held on September 28th, 2015, Directorships and Committee Memberships are as under:

Name of Director Category No. of Board Meeting Attended

Attendance at Last AGM

No. of Other Directorship *

No. of Other Committee

Membership**

Mr. Abhishek Kumar Jain Whole Time Director 6 Yes 5 6

Mr. Manoj Kumar Bothra Non-Executive

Independent Director

6 Yes 2 4

Mr. Jyotiraaditya Singha Non-Executive


6 Yes 2 4

Mrs. Chanderkala Devi

Lakhotia

Non-Executive

Director

6 No 3 5

Mrs. Sharmila Ranabhat Non-Executive


6 No 1 2

*Other directorships do not include alternate directorships, directorships of Private Limited Companies, Section 8

companies and of companies incorporated outside India.

**For the purpose of reckoning the limit on committee positions, chairmanship I membership of the Audit Committee and

the Stakeholders Relationship Committee are considered.

None of the Directors is related to any other Director of the Company within the meaning of Section 2(77) of the

Companies Act, 2013 and rules thereof.

The particulars of Directors, who are proposed to be appointed / reappointed at the ensuing Annual General Meeting, are

given in the Notice convening the Annual General Meeting.

The Board periodically reviews the compliance report of all laws applicable to the Company. All the Directors have made

necessary disclosures about the directorships and committee positions they occupy in other companies.

None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees

across all Companies in which they are Directors.

The Board has established procedure to enable the Board to periodically review compliance reports of all laws applicable

to the Company, prepared by the Company as well as steps taken by the Company to rectify instances of non

Compliances. Meeting of Independent Director:

As stipulated by the Code of Independent Directors under Listing Regulation of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 aligned with Companies Act, 2013, a separate Meeting of the Independent

Directors of the Company was held on 29.03.2016 to review the performance of Non-Independent Directors, Chairman and

the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of

information between the Management a

perform and discharge their duties. The Board also carried out evaluation of its various Committees and the Directors

expressed their satisfaction with the evaluation process.

Audit Committee:

The Audit Committee comprises of three Non-Executive Independent Directors. The Committee has appointed Mr. Manoj

Kumar Bothra as the Chairman. All the members of the Audit Committee are financially literate and possess necessary

expertise in finance, accounting, etc. The Company Secretary acts as the secretary of the Committee.

The Whole time Director attended the meetings of the Audit Committee. The representatives of the Statutory Auditors and

the Internal Auditors were invited and attended the meetings of the Audit Committee.


28 | P a g e

CORPORATE GOVERNANCE

The Audit Committee has met four times during the financial year 2015-2016 and not more than 120 days has elapsed

between two such Meetings. The Meetings held on 26/05/2015, 11/08/2015, 07/11/2015 and 10/02/2016.

The Chairman of the Audit Committee was present at the 34th Annual General Meeting of the Company.

The Audit Committee acts as a link between the Management, the Statutory Auditors, Internal Auditors and the Board of

Directors.

The terms of reference of the Audit Committee covers the matters specified under Listing Regulation 18 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Act. This Committee has the

following powers, roles and terms of reference:

the financial statement is correct, sufficient and credible;

To Review of the quarterly, half yearly and annual financial results of the Company before submission to the

Board;

To Review with the management and statutory auditors, the annual financial statements before submission to the

Board;

es;

Recommendation for appointment, remuneration and terms of the Statutory Auditors and internal auditor;

To review the functioning of the Whistle Blower mechanism, in case, the same exists;

To review of related party transaction;

Compliances with accounting standards and change in accounting policies and practices;

Approval for appointment of CFO;

Discussion with internal auditors of any significant findings and follow up there on;

Carrying out any other function as mentioned in the terms of reference of the Audit Committee, as amended from

time to time by the Companies Act, 2013 and the Listing Regulation of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

The present composition of Audit Committee, changes since last annual report and the attendance at the Meeting are as

follows:

Name of the Members Category No. of Meeting Attended Mr. Manoj Kumar Bothra Non-Executive Independent Chairman 4

Mr. Jyotiraaditya Singha Non-Executive Independent 4

Mrs. Chanderkala Devi Lakhotia Non-Executive 4

Nomination and Remuneration Committee:

provisions of Section 178 of the Companies Act, 2013, Regulation 19 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time.

During the F.Y. 2015 2016, the Nomination and Remuneration Committee met one time and all the members of the

Committee were present in Meeting. Below-mentioned table gives the composition and attendance record of the

Nomination and Remuneration Committee:-

Name of the Members Category No. of Meeting Attended

Mr. Manoj Kumar Bothra Non-Executive Independent (Chairman) 1


Mrs. Sharmila Ranabhat Non-Executive Independent 1


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CORPORATE GOVERNANCE Brief about Remuneration Policy: Your Company has formulated a policy on Nomination & Remuneration of Directors and Key Managerial Personnel and the

major points relating to Remuneration policy are as under:

To formulate a Nomination and Remuneration Policy on: determining qualifications, positive attributes and

) and other

employees and Board diversity; To identify person who are qualify to become directors and who may be appoint in Senior Management in the board

their appoint reappoint and removal; To recommend / approve remuneration of whole time director / executive or any director, key managerial personnel

and any increase there in from time to time, within the limit approval by the members; To recommend /approve remuneration of Non-executive Director / independent Director / Executive Director in the

form of sitting fees for attending the Meeting of the Board and its Committee and remuneration for other services etc; To exercise such other powers as may be delegated to it by the Board from time to time.

Remuneration of Director:

The Non-Executive Directors/ Independent Directors are paid only sitting fees for attending Board / Committee Meetings.

There is no pecuniary relationship or transaction of the Company with its Non-Executive Directors / Independent

Directors other than payment of sitting fees for attending Board & Committee Meeting.

During the year, Company has paid remuneration to its executive directors. The detail of remuneration of Mr. Abhishek

Kumar Jain (Whole-time Director) is as under:

Name of Director Salary cum Allowances Stock Option and Other Benefits Service Contract Tenure

Mr. Abhishek Kumar Jain Rs. 4,20,000/- Nil 3 Years

Stakeholders Relationship Committee: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Listing Regulation

20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 178 of the

Companies Act, 2013.

The Stakeholders Relationship Committee comprises of three members of the Committee, who are Non Executive and

Independent Directors. The Members of the Committee have appointed Mr. Manoj Kumar Bothra as Chairman of the

Committee. The Committee has been constituted to consider and resolves the grievances of the security holders of the

Company, including complaints related to transfer of shares, non-receipt of Annual Report and non-receipt of declared

dividends. The Company Secretary has also been authorized by the Board of Directors to expedite the process of transfer /

transmission of shares. The details of transfer/transmission of shares are placed before the meeting of the Board of

Directors on a regular basis. The Committee oversees the performance of the Registrar and Share Transfer Agents of the

Company relating to investor services and recommends measures for improvement. The Committee supervises the

mechanism for redressal of investor grievances and ensures cordial relations. The Committee met two times during the

year. The Company has designated an exclusive email [email protected] for the investors to register their

grievances, if any. The Company has also displayed the said email ID on its website for the use of investors.

The total numbers of complaints received and redressed during the year ended 31st March, 2016 were Nil and there was

no complaint pending or unattended as on 31st March, 2016.

The details of composition of the Committee and attendance during the year2015-2016 are as under:




Mrs. Sharmila Ranabhat Non-Executive Independent 2


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CORPORATE GOVERNANCE Risk Management Committee:

The Risk Management Committee of the Board has been constituted in the manner prescribed in Listing Regulation 21 of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is responsible to lay down

the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be

responsible for framing, implementing and monitoring the risk management plan of the Company.

During the year, one Meeting of the Risk Management Committee was held. The Composition of the Risk Management

Committee and details of the Meetings attended by its members are given below.




Mrs. Chanderkala Devi Lakhotia Non-Executive 1

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation 17 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual

Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and

contribution and independence of judgment thereby safeguarding the interest of the Company. The performance

evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman

and the Non independent Directors was carried out by the Independent Directors. The Board also carried out annual

performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship

Committee. The Directors expressed their satisfaction with the evaluation process. General Body Meeting:

The last three Annual General Meetings were held as per details given below:

Year AGM / EGM Date Day Time Address

2014-2015

AGM 28/09/2015 Monday 10:00 A.M. Orbit Hotel, RB- 29, Raghunathpur, VIP Road, Kolkata- 700 059

2013-2014

AGM 25/08/2014 Monday 10:00 A.M. Hotel Rose Vally, RB- 29, Raghunathpur, VIP Road, Kolkata- 700 059

2012-2013

AGM 03/09/2013 Tuesday 10:00 A.M. Hotel Rose Vally, RB- 29, Raghunathpur, VIP Road, Kolkata- 700 059

During the year under review, no Special Resolution was passed by the Members through Postal Ballots. In the Annual

General Meeting held on 28th September, 2015, all the resolutions were adopted through Postal Ballot or by electronic

voting. The members have the options to vote either by physical ballot or e- voting. Prevention of Insider Trading:

The Company has adopted an insider trading policy regulate monitor and report trading by insider under the SEBI

(Prohibition of Insider Trading) Regulation, 2015. The policy also include practicing and Procedures for fair disclosure of

unpublished price sensitive information initial and continual disclosure to identified designated employee and the Board

receives the policy on a need basis. The Company Secretary cum Compliance is responsible for implementation of the

Code.

Code of Conduct:

In compliance with Listing Regulations 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and the Companies Act, 2013 the Company has framed and adopted the Code of Conduct and ethics. The Board of

Directors has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All the Board

Members and Senior Management Personnel have affirmed compliance with the Code of Conduct.


31 | P a g e

CORPORATE GOVERNANCE Disclosure:

The Company has complied with all requirements of the Listing Regulation entered into with the Stock Exchange as well as

the regulations and guidelines of SEBI. Consequently there were no strictures or penalties imposed either by SEBI or Stock

Exchange or any Statutory Authority for non-compliance of any matter related to the Capital Markets during the last three

years. There are no significant transaction with the related parties namely, promoters / Directors or the Management and their

Associates or relatives etc. that may have a conflicting with the interest of the company.

The Company has not raised any proceeds from public issue, rights issue, and preferential issue and also not issued any

GDRs /ADRs /Warrants/ Equity share or any Convertible instruments or any other instruments during the year under

review.

The guidelines/ Accounting Standards lay down by the Institute of Chartered Accountants of India and prescribed under

Section 133 of the Companies Act, 2013 have been followed in preparation of financial statements of the company in all

material respects.

The Board of Directors has adopted the Vigil Mechanism I Whistle Blower Policy. The Policy has provided a mechanism for

Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee, any

instance of unethical behaviour, actual or suspected fraud or violation of the Code of Conduct of the Company. The Company does not have any subsidiary.

The Company has complied with all mandatory requirements of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The non mandatory requirements, to the extent followed by the company have been

stated in this report.

Secretarial Audit:

A Practicing Company Secretary carried out Secretarial Audit to reconcile the total admitted equity share capital with

National Securities Depository Limited and the Central Depository Services Limited and the total issued and listed Equity

Share Capital. The Secretarial Audit Report confirms that the total issued / paid up capital is in agreement with the total

number of shares in physical form and the total number of dematerialized share held with NSDL and CDSL. Means of Communication:

The quarterly /half yearly and audited financial results of the Company are published in leading English/Bengali

(regional) newspapers. The quarterly results as well as the proceedings of the AGM / EGM are submitted to The Calcutta

Stock Exchange Limited and BSE Limited immediately after conclusion of the respective Meeting.

The Company is in compliance with the provisions of the Listing Regulation under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 pertaining to the intimation of notice of Board Meeting, publication of notice and results,

outcome of the Meeting etc. The information is also made available to the investors on the Company website,

www.adinathbio.com. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report is a part of the Annual R

Share Transfer System:

Shares of the Company are compulsorily traded in demat mode. Shares in physical mode which are lodged for transfer

with Transfer Agent, i.e., M/s. Adroit Corporate Services Private Limited, Mumbai, at the above addresses are processed

within 15 days from the date of receipt, if the documents are complete in all respects the share certificates are returned to

the investors within the prescribed time.

Income Tax Pan Mandatory for Transfer of Securities:

As per Regulation 40(7) read with Schedule VII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, for registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN

card to the listed entity for registration of transfer of securities.


32 | P a g e

CORPORATE GOVERNANCE Dematerialisation of Shares:

83.59% (approx) of Total Equity Share Capital is held in dematerialization form with NSDL & CDSL as at 31st March, 2016.

Members can hold shares in electronic form and trade the same in depository system. However they may hold the same in

physical form also.

Transfer of Unpaid Dividend to Investor Education and Protection Fund(IEPF):

In terms of Section 124 of the Companies Act, 2013 (Corresponding Sections 205A and 205C and other applicable

provisions, if any, of the Companies Act, 1956) dividends that are unclaimed for a period of seven years, are statutorily

required to be transferred to Investor Education and Protection Fund (IEPF) administered by the Central Government, and

thereafter, cannot be claimed by the investors.

No claim shall lie against the said Fund or the Company for unpaid dividends transferred to the Fund nor shall any

payment be made in respect of such claim. Members, who have not yet encashed their dividend warrant(s), are requested

to make their claims without any delay to the Company's Registrar and Share Transfer Agent, i.e. Adroit Corporate Services

Pvt. Ltd or Company Registered Office.

General Share Holder Information:

1. Compliance Officer Mr. Rohit Nemchand Banthia

4, N. S. Road, 1st Floor,

Kolkata 700001

Phone / Fax: 033 22315718

2. Annual General Meeting a) Date & Time Monday, 26th September, 2016 at 03.00 P.M.

b) Venue Celesta Hotel, RAA 43/2 VIP Road, Raghunathpur, (North), Kolkata - 700059

c) Dividend No dividend has been recommended by the Board of Directors for the

F.Y 2015-16

d) Financial Calendar 1st April to 31st March

e) Quarterly Results

First Quarter within 45 days from the end of first quarter

Second Quarter within 45 days from the end of second quarter

Third Quarter within 45 days from the end of third quarter

Fourth Quarter within 60 days from the end of financial year

f) Date of Book Clousure 20/09/2016 to 26/09/2016

g) Listing on Stock Exchanges The Calcutta Stock Exchange Ltd.

BSE Ltd.

Listing fees have been paid to CSE for the F.Y 2016-17

h) Stock Code 10012130 (CSE)

590088 (BSE)

i) Demat ISIN in NSDL & CDSL for equity shares INE129D01039

j) Registrar and Share Transfer Agent (For Physical &

Demat Segment)

Adroit Corporate Service Private Limited 17-20, Jafferbhoy Ind. Estate,1st Floor,

Makwana Road,Marol Naka, Andheri (E),

Mumbai 400059.

Tel: 022-42270400,Fax: 022-28503748,

Email: [email protected],Website: www.adroitcorporates.com

k) Market Price data high, low, No. of Shares Traded per month on BSE Limited during each month in last financial year is given below:

Months High (Rs.) Low (Rs.) Volume (No. of Shares)

April- 2015 0.20 0.15 341316

May -2015 0.24 0.16 201236

June- 2015 0.25 0.17 328013

July-2015 0.37 0.17 1656012

August-2015 0.40 0.22 1574053

September- 2015 0.28 0.16 1467876

October-2015 0.26 0.18 1468557

November- 2015 0.24 0.17 558332

December-2015 0.26 0.19 577019

January-2016 0.26 0.21 588512

February-2016 0.26 0.19 499452

March-2016 0.21 0.19 201327

Note: There has been no trade at The Calcutta Stock Exchange Limited.


33 | P a g e

CORPORATE GOVERNANCE Whole Time Director Declaration:

The Whole Time Director has given appropriate certification to the Board as required Regulation 17(8) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Distribution of Shareholdings: Categories of Shareholders as on 31/03/2016

Category No. of Shareholders No. of Shares % of Equity Capital Promoters 6 56838005 25.75

Other Bodies Corporate 125 62071286 28.12

Individual / Others 5814 101833269 46.13

Total 5945 220742560 100 Distribution of Shareholdings as on 31/03/2016

No. of Equity Share held No. of Shareholders % of Shareholders No. of Shares % of Shares Upto 500 1933 32.51 457140 0.21

501 1000 1095 18.42 1033226 0.47

1001 2000 726 12.21 1272847 0.58

2001 3000 367 6.17 1007673 0.46

3001 4000 182 3.06 678459 0.31

4001 5000 388 6.53 1908218 0.86

5001 10,000 503 8.46 4217349 1.91

10001 & Above 751 12.64 210167648 95.21

Total 5945 100.00 220742560 100.00 Note: Distribution / Categories of Shareholdings as given above are on folio no(s) wise, whereas Share Holding Pattern, pursuant to Regulation 31 of the SEBI (LODR) Regulation 2015 vide circular No. CIR/CFD/CMD/13/2016 dated 30th November, 2015, filed with Stock Exchanges were consolidated on the basis of the PAN, to avoid multiple disclosures of shareholding of the same person.

DECLARATION CODE OF CONDUCT

This is to confirm that the company has adopted a Code of Conduct for the members of the Board and the Senior

Management Personnel in compliance with Listing Regulations 26(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, aligned with Companies Act, 2013. I hereby confirm that the Board and the Senior

Management Personnel of the Company have complied with the code of conduct in respect of the financial year ended

31.03.2016.


Place : Kolkata Date : 22/08/2016


DIN: 00054582


34 | P a g e

Whole Time Director Certification

To the Board of Directors of Adinath Bio-Labs Limited

We have reviewed the financial statements and the cash flow statement of Adinath Bio-Labs Limited for the year ended

31st March, 2016 and that to the best of our knowledge and belief, we state that:

(1) (i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that may be misleading;

(ii)

with the existing accounting standards, applicable laws and regulations.

(2) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year

which are fraudulent, illegal or in violation of the Company's Code of Conduct.

(3) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have

evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting.

We have not come across and are not aware of any reportable deficiencies in the design or operation of such

internal controls.

(4) We have indicated to the Auditors and the Audit Committee:

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year; and

(iii) that there are no instances of significant fraud of which we have become aware.

For Adinath Bio-Labs Limited Place : Kolkata Date : 22/08/2016

Abhishek Kumar Jain (Whole Time Director)

(DIN:00054582


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CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members, Adinath Biolabs Limited We have examined the compliance of conditions of Corporate Governance by Adinath Biolabs Limited

the year ended on 31st March, 2016,as stipulated in Clause No.49 of the Listing Agreement entered with the stock

exchange(s) for the period 1st April 2015 to 30th November 2015 and as per the relevant provisions of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 for the period 1st December 2015 to 31st March 2016.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was

limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions

of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the

representations made by the Directors and the Management, we certify that the Company has generally complied with the

conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement / SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, to the extent possible and as applicable to it.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency

or effectiveness with which the management has conducted the affairs of the Company.

For Mohindra Arora & Co. (Chartered Accountants)

(Firm Regn No : 006551N)

Ashok Kumar Katial (Partner)

M.No :: 09096 Place : Mumbai Date : 22/08/2016


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Listing Regulation of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 aligned

with Companies Act, 2013, the Management Discussion & Analysis Report for the year under review is given below;

Market Environment:

According to the economic survey 2015-2016, the Indian economy will continue to grow more than 7 percent in 2016-

strong government reforms.

Over the recent past, multiple factors have worked together to facilitate growth in the agriculture sector in India. These

include growth in household income and consumption, expansion in the food processing sector and increase in

agricultural exports. Rising private participation in Indian agriculture, growing organic farming and use of information

technology are some of the key trends in the agriculture industry.

Adinath Bio-labs Limited is engaged in the trading in agriculture commodities and its allied products and dealing other

concern activities with an excellent track record of growth in the Indian domestic market since 35 years. The Company

adherence to strong business ethics and transparent corporate policies, with a stable political environment, this is

probably the most conducive period for a steady pace of implementation of policy reforms.

Review of Operation:

The Management of Adinath Bio-Labs Limited presents the analysis of performance of the Company for the Financial Year

2015-2016 and its outlook for the future. This outlook is based on assessment of the current business environment. It may

vary due to future economic and other developments. The Company operates mainly in Indian Market. The Company has

managed to maintain a growth trajectory in its financial performance in the current year.

During the year under review, the Company achieved the total revenue of Rs.99,71,773/-.

Business Segment:

During the year, the Company is into the business of trading in agriculture commodities and its allied products and also

dealing other concern activities. The Company operates mainly in Indian Market.

Opportunities:

Over the recent past, multiple factors have worked together to facilitate growth in the agriculture sector in India. These

include growth in household income and consumption, expansion in the food processing sector and increase in

agricultural exports. Rising private participation in Indian agriculture, growing organic farming and using information

technology are some of the key trends in the agriculture industry.

schemes.

Given the importance of the agriculture sector, the Government of India, in its Budget 2015 16, planned several steps for

the sustainable development of agriculture. The government has already taken steps to address two major factors (soil

and water) critical to improve agriculture production. Steps have been taken to improve soil fertility on a sustainable basis

thr

through `Per Drop More C

boost the incomes of farmers.

Threats, Risk and Concern:

Risk Economic and market conditions can adversely affect the performance of the company. In particulars, the decline in

the performance of the global and Indian economies as a result of the economic downturn can reduce demand. Commodity

futures and derivatives market have a crucial role to play in the price risk management process, especially in agriculture.

However, they have been utilized in a very limited scale in India.


37 | P a g e

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Commodity futures and derivatives market have a crucial role to play in the price risk management process, especially in

agriculture. However, they have been utilized in a very limited scale in India. The production, supply and distribution of

many agricultural commodities are controlled by the government and only forwards and futures trading are permitted in

certain commodity items.

Agricultural Commodity futures are market-based instruments for managing risks and they help in orderly establishment

of efficient agricultural markets Future markets are used to hedge commodity price risks.

They also serve as a low cost, highly efficient and transparent mechanism for discovering prices in the future by providing

a forum for exchanging information about supply and demand conditions.

The hedging and price discovery functions of future markets promote more efficient production, storage, marketing and

agro-processing operations and help in improvement in overall agricultural marketing performance.

Internal Control Systems and their adequacy: The Company has adequate internal control procedure commensurate with its size and nature of the business. The nature

control system is supplemented by extensive internal audit s regular review by the management and well documented

policies and guidelines to ensure reliability of financial and all other records to prepare financial statement and other data.

Moreover, the Company continuously upgrades these systems in line with best accounting practices. The Company has

independent audit system to monitor the entire operation and the audit committee of the Board reviews the findings and

recommendation of the internal auditors

Human Resources : The Company strongly believes that the growth of the organization can be sustained through the continuous development

of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the

strategy of the leadership team and the execution skills of our people that will take the organization to greater heights. The

Company regards its human resources as amongst its most valuable assets and proactively reviews policies and process by

creating an environment that encourages initiative provides challenges and opportunities and recognize the performance

and potential of its employees. The Company has been taking initiatives for harnessing the inherent strength of its

employees and for continuous improvement in work culture and operating & maintenance practices.

Disclosure of Accounting Treatment:

In preparation of it financial statement no accounting treatment different from that prescribed in the accounting standard

has been followed.

Cautionary Statements:

projections estimates and expectation may be forward-looking statements within the meaning, if applicable of securities

laws and regulations.


38 | P a g e

To The Members of Adinath Bio-Labs Limited Report on the Financial Statements:

We have audited the accompanying financial statements of Adinath Bio-Labs Limited

Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended,

and a summary of significant accounting policies and other explanatory information.

Responsibility for the Financial Statements:

S

fair view of the financial position,

financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in

India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with

the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Aud

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

conside

fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating

the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

on the financial statements.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity

with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and

its profit and its cash flows for the year ended on that date.


39 | P a g e

Report on Other Legal and Regulatory Requirements:

1.

India in terms of sub-section (11) of S

matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on 31st March, 2016, taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being

appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company

and the operating effectiveness of such controls, refer to our separate report in

g.

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For Mohindra Arora & Co. Chartered Accountants



M.No :: 09096 Place :: Mumbai Date :: 25/05/2016


40 | P a g e

of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets;

(b) As explained to us, the Fixed assets have been physically verified by the management at reasonable intervals. No

material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us, there are no immovable properties owned by the

Company under Fixed Assets. Accordingly, paragraph 3 (i) (c) of the Order is not applicable to the Company.

(ii) As explained to us, Inventories have been physically verified by the Management at reasonable intervals. In our

opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical

verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships

or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly,

clauses 3 (iii) (a) to (C) of paragraph 3 of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not directly or indirectly advanced

loan to the persons covered under Section 185 of the Companies Act, 2013 or given guarantees or securities in

connection with the loan taken by such persons. The Company has complied with the provisions of Section 186 of

the Act, in respect of investments made in earlier years and long term loans and advances given to other parties,

outstanding at the year- end , except that such advances are given interest free.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any

deposits from the public, in terms of the directives issued by the Reserve Bank of India and the provisions of

sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder.

(vi) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-

section (1) of Section 148 of the Companies Act, 2013 in respect of the activities carried on by the company.

(vii) In respect of its statutory dues:

(a) According to the information and explanations given to us and based on our examination of the records of

the Company, the Company is generally regular in depositing undisputed statutory dues including

-tax, service tax, duty of customs, duty of

excise, value added tax, cess and any other statutory dues, as applicable to the Company with the

appropriate authorities. According to the information and explanations given to us, no undisputed

amounts payable in respect of the aforesaid statutory dues ,were outstanding as 31st March, 2016 for a

period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of sales tax or service tax or duty of customs

or duty of excise or value added tax which have not been deposited on account of any dispute other than

the Income Tax . According to the Information and explanations given to us, the dues in respect of Income

Tax that has not been deposited with appropriate authorities on account of dispute and the forum where

the disputes are pending are given below :

Name of the

Statute

Nature of Dues Period to which it

relates

Amount in Rs. Forum where dispute is

pending

Income Tax Act,

1961

Income Tax

A.Y. : 2013-2014 100,17,800/- DCIT

Income Tax Act,

1961

Income Tax

A.Y. : 2012-2013 72,81,237/- DCIT


41 | P a g e

(viii) The Company has not raised loans from financial institutions or banks or government or by issue of

debentures.Accordingly, paragraph 3 (viii) of the Order is not applicable to the Company.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt

instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the

Company.

(x) According to the information and explanations given to us, no fraud by the Company or no fraud on the Company

by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us, managerial remuneration has been paid or provided in

accordance with the requisite approvals mandated by the provisions of the Section 197 read with Schedule V to

the Companies Act, 2013.

(xii) In our Opinion, the company is not a Nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable

to the Company.

(xiii) According to the information and explanations given to us, during the year under review, the Company has not

entered into any transaction with Related Parties that require approval under Section 177 and Section 188 of the

Companies Act, 2013 and the rules made thereunder. Accordingly, paragraph 3(xiii) of the Order is not applicable

to the Company.

(xiv) During the year under review the Company has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures. Accordingly, paragraph 3(xiv) of the Order is not applicable to the

Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash

transactions with directors or persons connected with them and covered under Section 192 of the Companies Act,

2013. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under

Section 45- IA of the Reserve Bank of India Act, 1934.






42 | P a g e

Report of even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

We have audited the internal financial controls over financial reporting of Adinath Bio-Labs

31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

ting based on

our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over

143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an

audit of internal financial controls and, both issued by the ICAI. Those standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk. Th

material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Meaning of Internal Financial Controls over Financial Reporting:

is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

ncial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

material effect on the financial statements.


43 | P a g e

Inherent Limitations of Internal Financial Controls Over Financial Reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial reporting may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016,

based on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial

Reporting issued by the Institute of Chartered Accountants of India.






44 | P a g e

As at 31st March, 2016 As at 31st March, 2015 Amt in Rs. Amt in Rs.

A EQUITY AND LIABILITIES

1(a) Share capital 2 2207,42,560 2207,42,560

(b) Reserves and Surplus 3 722,61,584 708,24,441

2930,04,144 2915,67,001

2 Non-Current Liabilities(a) Deferred Tax Liabilities 4 1,45,738 2,19,958

1,45,738 2,19,958 3 Current Liabilities

(a) Other Current Liabilities 5 5,96,947 8,27,256

(b) Short-Term Provisions 6 11,66,078 5,69,078

17,63,025 13,96,334

2949,12,907 2931,83,293

B ASSETS

1 Non-Current Assets(a) Fixed Assets

(i) Tangible Assets 7 55,63,897 70,93,292

(ii) Capital Work In Progress 186,56,065 186,56,065

(b) Non-Current Investments 8 55,75,000 295,57,000

(c) Long-Term Loans and Advances 9 1575,44,644 1293,64,644

(d) Other Non Current Assets 10 1005,86,124 1030,30,981

2879,25,730 2877,01,982 2 Current Assets

(a) Trade Receivables 11 62,04,269 44,83,731

(b) Cash and Cash Equivalents 12 7,82,908 9,97,580

69,87,177 54,81,311

2949,12,907 2931,83,293 1

2 to 19

As per our report of even date attached For and on behalf of the Board of Directors For Mohindra Arora & Co. For Adinath Bio-Labs Limited(Chartered Accountants)(Firm Regn No : 006551N)

Ashok Kumar Katial Abhishek Kumar Jain Chanderkala Devi Lakhotia(Whole Time Director) (Director)(DIN:00054582) (DIN:06904489)

M.No :: 09096

Place :: Mumbai Date :: 25/05/2016

Balance Sheet as at 31st March, 2016

(Partner)

TOTAL

TOTAL

Notes to the Financial Statements

Particulars Note No.

Significant Accounting Policies


45 | P a g e

For the year ended 31st March, 2016


Amt in Rs. Amt in Rs.I Revenue from Operations (Gross) 13 8,053,213 13,523,078

II Other Income 14 1,918,560 708,835

III Total revenue (I+II) 9,971,773 14,231,913 IV Expenses

Changes in Inventories of Finished Goods, Work-in-

Progress and Stock-in-Trade

15 - -

Employee Benefits Expenses 16 1,985,929 2,277,685

Depreciation and Amortisation Expenses 17 1,607,640 2,818,001

Other Expenses 18 3,341,928 7,491,828

Total Expenses 6,935,497 12,587,514 V Profit before tax (III-IV) 3,036,276 1,644,399 VI Tax Expenses::

(1) Current Tax 786,000 380,078

(2) Deferred tax -74,220 -353,966

(3) Tax in respect of earlier years 887,353 -31,730

1,599,133 -5,618 VII Profit for the Period(V-VI) 1,437,143 1,650,017 VIII Earnings per Equity Share (FV of Re.1/- each)

(a) Basic 0.01 0.01

(b) Diluted 0.01 0.01

Significant Accounting Policies 1

2 to 19

As per our report of even date attached For and on behalf of the Board of Directors For Mohindra Arora & Co. For Adinath Bio-Labs Limited(Chartered Accountants)(Firm Regn No : 006551N)

Ashok Kumar Katial Abhishek Kumar Jain Chanderkala Devi Lakhotia(Partner) (Whole Time Director) (Director)M.No :: 09096 (DIN:00054582) (DIN:06904489)

Place :: Mumbai Date :: 25/05/2016

Statement of Profit and Loss for the year ended 31st March, 2016

Particulars Note No.

Notes to the Financial Statements


46 | P a g e



Amt in Rs. Amt in Rs.(A) Cash Flow From Operating Activities

Net Profit before Tax 30,36,276 16,44,399

Adjustments for ::-Miscellaneous Income - 7,08,835

Profit on Sale of Investments 19,18,560 -

Depreciation and Amortisation Expenses 16,07,640 28,18,001

Operating Profit Before Working Capital Changes 27,25,356 37,53,565

Adjustments for ::-Trade Receivables -17,20,538 -31,47,056

Long-Term Loans and Advances -281,80,000 53,639

Other Non Current Assets 24,44,857 -21,74,851

Other Current Liabilities -2,30,309 2,16,834

Cash Generated From Operations -249,60,634 -12,97,869

Payment of Tax 10,76,353 -

Net Cash Out Flow From Operating Activities (A) -260,36,987 -12,97,869

(B) Cash Flow From Investing ActivitiesSale of Investments 239,82,000 -

Profit on Sale of Investments 19,18,560

Purchases of Fixed Assets -78,245 -

Misc Income - 7,08,835

Net Cash Inflow From Investing Activities (B) 258,22,315 7,08,835

(C) Cash Flow From Financing Activities NIL NIL

Net Increase /(Decrease) in Cash & Cash Equivalents (A+B+C) -2,14,672 -5,89,034

Cash & Cash Equivalents as at Beginning of the year 9,97,580 15,86,614

Cash & Cash Equivalents as at end of the year 7,82,908 9,97,580

For and on behalf of the Board of Directors For Adinath Bio-Labs Ltd


Abhishek Kumar Jain Chanderkala Devi Lakhotia(Whole Time Director) (Director)(DIN:00054582) (DIN:06904489)

Cash Flow Statement for the year ended 31st March, 2016

Date :: 25/05/2016

For Mohindra Arora & Co.(Chartered Accountants)

Ashok Kumar Katial(Partner)

PARTICULARS

As per our report of even date attached

M.No :: 09096

Place :: Mumbai


47 | P a g e

Notes to the Financial Statements for year ended 31st March, 2016 Note: - 1 Significant Accounting Policies: A. Basis for preparation of Accounts:

The financial statements of the Company have been prepared in accordance with the Generally Accepted

Accounting Principles in India (Indian GAAP) to comply with the applicable mandatory Accounting Standards

specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules,

2014 and the relevant provisions of the Companies Ac

The financial statements have been prepared on accrual basis under the historical cost convention and ongoing

concern concept, unless otherwise stated.

The accounting policies adopted in the preparation of the financial statements are consistent with those followed

in the previous year.

Based on the nature of the activities of the Company and the normal time between acquisition of assets and their

realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the

purpose of classification of its assets and liabilities as current and non-current.

All Expenses, Revenue from Operations and Other Income are accounted for on Accrual basis.

B. Use of Estimates:

The preparation of the financial statements, in conformity with the generally accepted accounting principles,

requires estimates and assumptions to be made which affect the reported amounts of assets and liabilities on the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Differences between actual results and estimates are recognized in the period in which the results are known/

materialized.

C. Tangible Fixed Assets and Depreciation on Tangible Fixed Assets: Tangible Fixed Assets are stated at cost less accumulated depreciation and impairment in value, if any. Costs

comprised acquisition price or construction cost and other attributable costs, if any for bringing the assets to its

intended use.

Depreciation on Fixed Assets is provided block-wise on written down value method (WDV) on pro rata basis as

per rates prescribed in Schedule II to the Companies Act, 2013, with respect to the month of addition.

D. Inventories:

Finished Goods / Stock-In Trade are valued at lower of cost or net realizable value. Cost comprises all costs of

purchases and other cost incurred in bringing the inventory to its present location and condition. Cost is

determined on First in First out basis.

Notes to the Financial Statements for year ended 31st March, 2016 E. Investments: Investments, which are readily realizable and intended to be held for not more than one year from the date on

which such investments are made, are classified as current investments. All other investments are classified as

long term investments.

Long Term Investments are valued at Cost unless stated otherwise. Provision for diminution in the value of Long

Term Investments is made only, if such a decline is, in the opinion of management, other than temporary.

Current Investments are carried at lower of cost and fair value.


48 | P a g e

Notes to the Financial Statements for year ended 31st March, 2016 Note: - 1 Significant Accounting Policies:

F. Provision for Current and Deferred Tax: Tax expense comprises Current tax and Deferred tax.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in

accordance with the provisions of Income Tax Act, 1961, after considering allowances and exemptions.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future economic benefits

in the form of tax credit against future income tax liability, is recognized as an asset in the Balance sheet, if there is

convincing evidence that the Company will pay normal tax in future and the resultant asset can be measured

reliably.

originate in one year and are capable of reversal in one or more subsequent years, is accounted for using the tax

rates and laws that are enacted or substantively enacted as on the balance sheet date.

Deferred tax assets are recognized and carried forward only to the extent that there is a virtual certainty that the

asset will be realized in future. G. Employee Benefits:

All employee benefits falling due wholly within twelve months of rendering the service are recognized in the

period in which employee renders the related service and charged to the Statement of Profit & Loss.

Since numbers of employee employed by the company for any part of the year or throughout the year were within

Provident Funds and

Payment of Gratuity Act, 1972 and all other allied Labour Acts or laws or any other rules and regulations relating

to Employees are not applicable to the company.

The employees employed by the Company during the year under review or part of the year have not completed

Continuous service period of 5 years and there is not any un-availed/unutilized leave of any employees working

with the company at the year end. As such they are not entitled for Gratuity, Leave encashment and Other

Retirement benefits. Accordingly, no provision is required to be made in respect of the retirement benefits. Also,

No such payment of any retirement benefits have been made during the year.

H. Cash Flow Statement:

Cash flows are reported using the indirect method set out in Accounting Standard-3 (AS-3) on Cash Flow

Statements, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals

or accruals of past or future operating cash receipts or payments and item of income or expenses associated with

investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company

are segregated. Cash and cash equivalents presented in the Cash Flow Statement consist of cash on hand and

balances in Current Accounts with Banks.

I. Impairment of Assets: An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value being higher of

value in use and net selling price. Value in use is computed at net present value of cash flow expected over the

balance useful life of the assets.

An impairment loss is recognized as an expense in the Statement of Profit and Loss in the year in which an asset is

identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been an

improvement in recoverable amount.

In the opinion of the management, there is no impairment of assets as on Balance Sheet date.


49 | P a g e

Notes to the Financial Statements for year ended 31st March, 2016 Note: - 1 Significant Accounting Policies:

J. Provisions, Contingent Liabilities and Contingent Assets: Provisions involving substantial degree of estimation in measurement are recognized when there is present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent

liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed

in the financial statements.

In the opinion of the management, there are no contingent liabilities as on Balance Sheet date other than

mentioned in Note no 19 in respect of Income Tax matter and nor any events occurred after the Balance Sheet

date that affects the financial position of the Company.


50 | P a g e


NOTE :-2

SHARE CAPITAL

AUTHORISED

225,100,000 (P.Y : 225,100,000)Equity Shares of Re. 1/- each 2251,00,000 2251,00,000

ISSUED, SUBSCRIBED & PAID UP

220,742,560 (P.Y : 220,742,560)Equity Shares of Re.1/- each fully paid-up. 2207,42,560 2207,42,560

TOTAL 2207,42,560 2207,42,560

Notes to Share Capital

(i) Reconciliation of the Equity shares outstanding at the beginning and at the endof the reporting period :

Equity shares outstanding at the Beginning of the year -Number of shares 2207,42,560 2207,42,560

-Amount 2207,42,560 2207,42,560

Equity shares outstanding at the End of the year -Number of shares 2207,42,560 2207,42,560

-Amount 2207,42,560 2207,42,560

(ii) Terms / rights attached to Equity shares

The Company has only one class of equity shares having a par value of Re.1/- per share.

Each equity shareholder is entitled to one vote per share. The Company have not declared

any dividends for the year under review.

In the event of liquidation of the Company, the holders of the equity shares will be entitled

to receive the remaining assets of the company , after distribution of all preferential

amounts. The distribution will be in proportion to the numbers of equity shares held by the

share holders.

(iii)Name of the Shareholders holding more than 5% shares in the Company ::-

Pramukhsoft Technologies (P) Ltd In Nos. 148,43,200 148,43,200

% Holdings 6.72% 6.72%

Umesh Kumar ThakerIn Nos. 119,87,683 113,52,220

% Holdings 5.43% 5.14%

Sandip Laxmanbhai Bhamani In Nos. 117,68,273 133,71,175

% Holdings 5.33% 6.06%

Particulars

Notes to the Financial Statements for year ended 31st March,2016


51 | P a g e


NOTE :-3

RESERVES AND SURPLUS

Capital Reserve

As per last Balance sheet 154,64,327 154,64,327

Closing Balance 154,64,327 154,64,327

Securities Premium Reserve


Closing Balance 144,43,080 144,43,080

General Reserve


Less :: Transfer to Surplus - 18,85,421

Closing Balance 29,58,579 29,58,579

Surplus in Statement of Profit and Loss

Opening balance as per last Balance Sheet 379,58,455 363,08,438

Less :: Additional Depreciation on account of transitional provision

of Schedule II to the Companies Act, 2013 - 18,85,421

Add :: Profit for the year 14,37,143 16,50,017

Add :: Transfer from General Reserve - 18,85,421

Closing Balance 393,95,598 379,58,455

TOTAL 722,61,584 708,24,441

NOTE :-4

DEFERRED TAX LIABILITIES

Difference between book and tax Depreciation 1,45,738 2,19,958

TOTAL 1,45,738 2,19,958

NOTE :-5

OTHER CURRENT LIABILITIES

Audit Fees Payable 74,425 73,034

Other Expenses Payable 1,46,000 3,77,700

Unpaid Dividend 3,76,522 3,76,522

TOTAL 5,96,947 8,27,256

NOTE :-6

SHORT TERM PROVISIONS

Provision for Taxation 11,66,078 5,69,078

TOTAL 11,66,078 5,69,078

Particulars



52 | P a g e

NOTE :-7

FIXED ASSETS

As At Additions/ As At As At For the Year Transition As At As At As At 1st April,2015 Deductions 31st March,2016 1st April,2015 Adjustment 31st March,2016 31st March,2016 31st March,2015

Plant & Equipment's 155,10,710 155,10,710 108,39,528 9,98,240 - 118,37,768 36,72,942 46,71,182

Computers & Accessories 115,77,818 - 115,77,818 109,98,927 - - 109,98,927 5,78,891 5,78,891

Computers -End Uses Devices - 78,245 78,245 - 33,952 33,952 44,293 -

Furniture & Fixtures 73,12,338 73,12,338 57,17,915 5,06,916 - 62,24,831 10,87,507 15,94,423

Office Equipment's 36,05,283 36,05,283 33,56,487 68,532 - 34,25,019 1,80,264 2,48,796

TOTAL RS. 380,06,149 78,245 380,84,394 309,12,857 16,07,640 - 325,20,497 55,63,897 70,93,292 Previous Year 380,06,149 - 380,06,149 262,09,435 28,18,001 18,85,421 309,12,857 70,93,292 - Capital Work In Progress 186,56,065 - 186,56,065 186,56,065 186,56,065

Amt in Rs.GROSS BLOCK DEPRECIATION NET BLOCK


TANGIBLE ASSETS


53 | P a g e


NOTE :-8

NON-CURRENT INVESTMENTS

Non-Trade investments (Long Term, Valued at cost unless stated otherwise)

Quoted Investment in Equity instruments of other Companies 12,500 (P.Y :12,500) Equity shares of Sidh Management Corporate Services Ltd of Rs. 10/- each, fully paid-up 1,25,000 1,25,000 55,000 (P.Y : 55,000 ) Equity shares of First Mark Trade & Advisors Ltd of Rs. 10/- each, fully paid-up# 27,50,000 27,50,000

# Suspended from Trading in Stock Exchange(s)where the Shares are listed

Unquoted Investment in Equity instruments of other Companies 180,000 (P.Y :180,000) Equity shares of Care & Cure International Ltd of Rs. 10/- each, fully paid-up 27,00,000 27,00,000

Unquoted Investment in Units of Mutual Funds NIL (P.Y :39,97,000) Units of Arihant Mangal(Growth Scheme) - 239,82,000

TOTAL 55,75,000 295,57,000 Aggregate amount of Quoted Investment

- Cost 28,75,000 28,75,000

- Market Value N.A N.A

Aggregate amount of Unquoted Investment 27,00,000 266,82,000

NOTE :-9

LONG TERM LOANS AND ADVANCES(Unsecured, Considered good for recovery by the Management)

Security Deposit 72,000 72,000

Others 1574,72,644 1292,92,644

TOTAL 1575,44,644 1293,64,644

NOTE :-10

OTHER NON -CURRENT ASSETS(Unsecured, Considered good for recovery by the Management)

Long Term Trade Receivables 685,47,859 709,92,716

INVENTORIES(As taken, Valued & Certified by the Management)

Finished Goods /Stock -In Trade(At lower of Cost or Net realizable value) 320,38,265 320,38,265

TOTAL 1005,86,124 1030,30,981

NOTE :-11

TRADE RECEIVABLES(Unsecured, Considered good)

Others 62,04,269 44,83,731

TOTAL 62,04,269 44,83,731

NOTE :-12

CASH AND CASH EQUIVALENTS(As Certified by the Management)

Balance with Banks

-In Current Accounts 10,226 1,93,905

-Unclaimed/Unpaid Dividend A/c 3,76,522 3,76,522

Cash on Hand 3,96,160 4,27,153

TOTAL 7,82,908 9,97,580

Particulars



54 | P a g e



Amt in Rs. Amt in Rs.

NOTE :-13

REVENUE FROM OPERATION(GROSS)

Sale/Income from Trading in Agricultural Commodities and its allied products 80,53,213 135,23,078

TOTAL 80,53,213 135,23,078

NOTE :-14

OTHER INCOME

Miscellaneous Income - 7,08,835

Profit on Sale of Investment 19,18,560

TOTAL 19,18,560 7,08,835

NOTE :-15

CHANGES IN INVENTORIES OF FINISHED GOODS, WORK -IN PROGRESS ANDSTOCK -IN TRADE

Inventories at the end of the yearFinished Goods /Stock -In Trade 320,38,265 320,38,265

320,38,265 320,38,265 Inventories at the beginning of the yearFinished Goods /Stock -In Trade 320,38,265 320,38,265

320,38,265 320,38,265

Net - -

NOTE :-16

EMPLOYEE BENEFITS EXPENSES

Salaries and Wages 18,44,000 20,16,219

Staff Welfare Expenses 1,41,929 2,61,466

TOTAL 19,85,929 22,77,685

NOTE :-17

DEPRECIATION AND AMORTISATION EXPENSES

Depreciation and amortisation for the year on tangible assets 16,07,640 28,18,001

TOTAL 16,07,640 28,18,001

Particulars



55 | P a g e



Amt in Rs. Amt in Rs.

NOTE :-18

OTHER EXPENSES

Advertisement Expenses 72,035 185,621

AGM Expenses 26,209 56,002

Auditors Remuneration 74,425 73,034

Bank Charges 427 449

Books & Periodicals 109,962 275,897

Conveyance & Travelling 382,348 1,061,603

Directors Remuneration 420,000 420,000

Directors Sitting Fees 25,500 24,500

Filing Fees 13,300 29,400

General Expenses 703,394 1,091,231

Listing Fees 29,495 58,989

Office Maintenance Expenses 266,033 857,627

Postage & Courier 173,554 577,465

Printing & Stationary 196,677 572,338

Professional Fees 210,300 346,618

R&T and Dmat Charges 227,691 163,380

Rent 209,812 186,072

Repair & Maintenance 124,275 478,119

Selling & Distribution Expenses - 824,587

Telephone Expenses 76,491 208,896

TOTAL 3,341,928 7,491,828

Particulars


56 | P a g e

Notes to the Financial Statements for year ended 31st March, 2016 Note: - 19 Other Notes to the Accounts: During the financial year 2015-16, there are not any transactions with any suppliers /parties who are covered

There were no contracts or arrangements made with related parties during the year under review.

The Key Managerial Personnel is the Whole Time Director Cum Compliance Officer whose name is mentioned in

the Corporate Governance Report.

Pursuant to the enactment the Companies Act, 2013 being effective from 01st April, 2014, the Company has re-

assessed the useful lives of its fixed assets and depreciation has been charged accordingly in accordance with the

provisions of Schedule II of the Act. As a result, an amount of Rs.18,85,421/- has been adjusted against the

opening balance of retained earning being the carrying value of fixed assets whose lives are over as at the said

date, in accordance with the Schedule II of the Companies Act, 2013 as at 31.03.2015.

Payment to Auditors (Including Service Tax)

Particulars 2015-16 2014-15

(A) Statutory Audit Fees 57,270 56,180

(B) Tax Audit Fees 5,725 5,618

(C) Certification Fees 11,450 11,236

Total 74,425 73,034

Additional Information as required under paragraph 5 of Part II of Schedule III to the Companies Act, 2013 to the

Contingent liability has not been provided for in respect of Income Tax matters amounting to Rs. 1,72,99,037 /-.

The concern matters are under appeal with appropriate authorities on account of dispute raised by Income Tax

department. The Company is contesting the same and is of view that the disputed demands will not sustain in

view of various legal pronouncements in the related matters.

In compliance with the Accounting Standard AS- The

Institute of Chartered Accountants of India, the Company had provided for Deferred tax liability arising out of

timing difference. During the year under report, there has been reversal of the said deferred tax liability to the

extent of Rs.74,220/- on account of difference between Book and Tax Depreciation. Accordingly, the said item has

been credited to the Statement of Profit & Loss of the year under report.

The Company has one reportable business segments i.e. Trading in Agricultural Commodities and its allied

products. The Company operates mainly in Indian market and there are no reportable geographical segments.

Certain Debit and Credit Balances are being subject to confirmation.

Earnings per share is computed by dividing the net profit or loss for the year attributable to the equity

shareholders by the number of equity shares outstanding during the year, as under:

Particulars 2015-16 2014-15

Net Profit for the year attributable to the equity shareholders (Rs.) 14,37,143 16,50,017

Number of equity shares outstanding (in Nos.) 2207,42,560 2207,42,560

Basic and diluted earnings per share (Face value of Re.1/- each (Rs.) 0.01 0.01

In the Opinion of the Board, all the current assets, loans and advances have a value on realization in the ordinary

course of business at least equal to the amount stated in the Balance Sheet and all the known liabilities have been

provided for ,unless otherwise stated elsewhere in other notes.


57 | P a g e

Notes to the Financial Statements for year ended 31st March, 2016 Note: - 19 Other Notes to the Accounts:

The Company has shown the units of Mutual Fund "Arihant Mangal "(Growth Scheme) Non-

Current Trade Investments ring the year under review the Company has surrendered its units for redemption

before the Special Committee constituted by Hon'ble High Court, Delhi, for dispose off the Mutual Fund "Arihant

Mangal"(Growth Scheme) in terms of the SEBI regulations and received the payment under its provisional NAV.

The figures appearing in the Financial Statements have been rounded off to nearest rupee.

sification /disclosure.

Notes referred to above form an integral part of Financial Statements As per our report of even date attached For and on behalf of the Board of Directors For Mohindra Arora & Co. For Adinath Bio-Labs Ltd (Chartered Accountants) (Firm Regn No: 006551N) Ashok Kumar Katial Abhishek Kumar Jain Chanderkala Devi (Partner) (Whole Time Director) Lakhotia (Director) M.No:: 09096 (DIN:00054582) (DIN:06904489) Place : Mumbai Date : 25/05/2016

ADINATH BIO-LABS LIMITED CIN: L24230WB1982PLC034492

Regd. Office: 4, N. S. Road, 1st Floor, Kolkata - 700 001

Email:[email protected] Website: www.adinathbio.com

ATTENDANCE SLIP (TO BE SIGNED AND HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)

NAME AND ADDRESS OF THE MEMBER(S)

I/ We hereby record my/our presence at the 35th Annual General Meeting to be held on Monday, 26th September, 2016 at 3.00 P.M. at Celesta Hotel,

RAA 43/2,VIP Road, Raghunathpur, Kolkata 700 059.

________________________________________________ __________________________________

Signature

Note: Please complete this slip and hand it over at the entrance of the Meeting venue.

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Form No. MGT-11 FORM OF PROXY

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

ADINATH BIO-LABS LIMITED CIN: L24230WB1982PLC034492

Regd. Office: 4, N. S. Road, 1st Floor, Kolkata - 700 001

Email:[email protected] Website: www.adinathbio.com

I/We, being the member(s) of ____________________ shares of Adinath Bio-labs Limited, hereby appoint:

1) _____________________________ of _____________having e-mail id _________________________or failing him/her



as my / our proxy to attend and vote (on a poll) for me/us on my/our behalf at the 35th Annual General Meeting of the Company to be held on Monday,

26th September, 2016 at 3.00 P.M. at Celesta Hotel RAA 43/2, VIP Road, Raghunathpur, Kolkata 700 059 and at any adjournment thereof in respect of

such Resolutions as are indicated below:

Signed this ______________ day of ________ 2016

__________________________________ _________________________________

Signature of the proxy holder Signature of the Shareholder

ELECTRONIC VOTING PARTICULARS EVSN (E-voting sequence number) User ID : Password:

**I /We direct my/our proxy to vote on the Resolutions in the manner as indicated in the box below:

Resolutions For Against Ordinary Business

1. Adoption of Audited Financial Statement for the year ended 31/03/2016 together with the reports of

Board of Directors and Auditors Report thereon

2. Re appointment of Mrs. Chanderkala Devi Lakhotia who retires by rotation

3. Ratification of Appointment of Statutory Auditors and fixing their Remuneration

*Applicable for investor holding shares in electronic form

Note:: (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours

before the commencement of the Meeting.

(2) For the Resolutions and Notes, please refer to the Notice the 35th Annual General Meeting.

(3) **This is only optional. Please put a tick in the appropriate column against the Resolutions indicated in the Box. If you leave the "For' or "Against'

column blank against any or all the Resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

(4) Please complete all details including details of Shareholder (s) in above box before submission.

(5) The proxy should carry its identity proof.

DP Id*/Client Id*/Folio No. No. of Shares

Name of the Member(s):

Registered address:

E-mail ID:

DP Id*/Client Id*/Folio No.

Affix a revenue

stamp

To,

Adinath Bio-Labs Limited Regd Off : 4, N. S. Road, 1st Floor,

Kolkata - 700 001

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